Tuesday, January 23, 2024

Instil Bio: Stopping Clinical Development, Real Estate Value

Instil Bio (TIL) (~$70MM market cap) is a clinical stage biotech focused on developing tumor infiltrating lymphocyte ("TIL") therapies for the treatment of cancer.  Instil was an early 2021 IPO, at the time it had a melanoma treatment, ITIL-168, that was beginning a Phase 2 clinical trial.  They had ambitious dreams which included building a brand new laboratory and manufacturing facility in Tarzana, California to go along with leased manufacturing space in the UK.

ITIL-168 failed to impress and in December 2022, the company laid off 60% of their workforce and decided to put their remaining resources behind ITIL-306, a pre-clinical treatment for lung, ovarian and kidney cancers.  In early 2023, the RIF was further expanded that resulted in reducing their US workforce by 96% and their UK workforce by 42%.  Additionally, Instil scrapped plans to occupy the newly completed Tarzana facility.  A Phase 1 study was initiated in the UK, but earlier this month Instil announced another 61% workforce reduction in the UK alongside the closing of their UK facilities and a partnership with a Chinese firm that essentially outsources further early development of ITIL-306.

Two wrinkles with this idea:

  1. Instil hasn't fully put itself up for sale or declared strategic alternatives, while they have essentially laid off everyone in a series of RIFs, as far as I can tell Instil hasn't hired advisors to run a formal process at this point.
  2. Instil owns a 128,000 square foot, brand new, never occupied facility (18408 West Onxard St) in Tarzana, California that they've put up for lease or sale.  In the third quarter, they marked down the value of the facility to $132.5MM and have an $82.4MM mortgage loan out against it that matures in July 2027.
If Instil is able to get $132.5MM for the facility (welcome any thoughts from medical/industrial CRE experts) and assuming some further cash burn over the next 12 months, I get a stock that's trading less than half of NAV with no value to their IP.
Note: TIL did a 1-for-20 reverse split in December, some data providers have the old share count.
This company lacks much in terms of public disclosures, they don't hold quarterly conference calls or have much in the way of conference transcripts following their IPO.  Biotech venture firm Curative Ventures owns approximately 30% of the stock and Curative's founder, Bronson Crouch, is the CEO and Chairman of Instil.  While their execution has been poor, seems like they've found religion by prioritizing cash preservation, hopefully a sale or liquidation follows in due time.

Disclosure: I own shares of TIL

38 comments:

  1. Here is the new building... https://www.loopnet.ca/Listing/18408-18412-W-Oxnard-St-Tarzana-CA/29240569/

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    1. https://www.loopnet.ca/Listing/18408-18412-W-Oxnard-St-Tarzana-CA/29240569/

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    2. Thanks, yeah I probably should have linked to it. Looks like nice from the outside, but probably a challenging time to sell.

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  2. still under construction

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    1. Is it? In the 9/30 10-Q:

      "Tarzana, California land and building (the “Property”) which is substantially complete and is waiting for final certificate of occupancy from the city of Los Angeles"

      "Tarzana, California land and building, which is partially complete and expected to reach full completion before the end of 2023"

      6/30 10-Q:
      "Company’s clinical manufacturing facility in Tarzana, California. The building was placed into service and ready for its intended use as of June 30, 2022"

      It can't be too far from completion.

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  3. How did you come up with those cash burn estimates of $20m and $50m, any help from the company?

    Also, one would want the view from local brokers to understand what the unleased facility is worth - without being over the top, that could be a zero depending on space demand / alternative use - or, it could be worth book value if the asset is solid. Point is, the range of outcomes for a specialised, unoccupied asset like this is very wide.

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    1. Just extrapolating Q3 burn rate and the further workforce reductions. Like all of these, it is a bit more art than science as management tends to not provide cash burn guidance once they wave the white flag on development.

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  4. Someone on Twitter thinks, based on comparable recent sales in the area, the facilities will be worth ~$170m. Will see, and got to find a buyer first. But big upside possible vs what's currently priced in by market.

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    1. $1,500 per SF seems like the most fantastical price possible, got a link so we can checkout this chuckleheads reasoning?

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  5. Love this idea. Only thing that gives me some pause here is Curative and Bronson Crouch. What were these guys doing funding this large RE development before having a single commercialized product lol. Anyone have any insight into Curative/Crouch beyond TIL? Is TIL an outlier or do they generally have a poor track record? Additionally, can anyone confirm the building is still listed for sale? I note the Real Deal article from August says it was listed for sale, as well as lease in the alternative, but I am only seeing the lease listing on Loopnet, which might suggest they had no success marketing it for sale and pulled it off the market for now.

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    1. nvm this listing notes it is also up for sale https://www.loopnet.com/Listing/Instil-Bio-18408-18412-W-Oxnard-Street/29231725/

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  6. If the property is foreclosed, the proformanav drops by about 40 million or $16 per share, right?Which is still a good upside.

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  7. Nice writeup, thanks. Have you looked at/been able to find anything on how much of the Venture Fund the CEO owns and/or how material this is to him personally (from a financial pov)? My anecdotal observations is that these broken bios has worked out a lot better when either insiders (CYT, TALS, etc) or activists (Tang, BML) have been involved/had a lot at stake. Tried some quick googling but no luck yet

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    1. As of the April 23 proxy, Crouch (CEO) owns 35%, mostly through Curative.

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    2. Is that number "net" of what others may own in Curative? Or is he the sole owner there?

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  8. I think you have Two blog themes: Clark Street Value and Strategic Alternatives. I think all these biotech entries and Sirius XM types should be in the Strategic Alternatives blog. Unless you feel these truly are value positions you are taking.

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    1. ??
      I think all fall under some flavor of special-sits./event-driven story. How are these not value positions if there's a clear value gap in the thesis?

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    2. Thanks for the feedback. I agree with the above comment. I've come to the view that event driven investing is kind of a pure version of value investing, we're trying to determine private market value and if there's a transaction of some kind, you're getting pretty immediate feedback if you're right or not. The feedback loops are much shorter and you can actually refine your approach much more nimbly than other value strategies. Liquidations might be the ultimate value investing, you buy and then wait as the company sells everything off, if the assets were worth more than expected, you earn alpha.

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    3. There is no purer form of value investing than special situations.

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  9. I would be surprised if this property is worth $132.5m (~$1,050 PSF) in today's life sciences market. Can look at some of Alexandria or Healthpeak's recent deals to get a sense of the valuation of really good quality lab space in the best markets, which the San Fernando Valley is not. Values in that range ($1,000+ PSF) have been for properties in best markets (Torrey Pines, South SF, Cambridge), with long in-place leases to investment grade pharma cos for the most part. Cap rates have been in the mid 5% cap rate and up territory, which would imply needing to achieving NNN rents of at least $50 PSF for this asset. This compares to industrial NNN rents of ~$20 PSF and office rents of ~$40 PSF in Tarzana / West San Fernando Valley.

    With debt of ~$650 PSF and what looks like it could be an overbuilt / specialized facility (all the bells and whistles rather than a purely functional and adaptable "box"), not sure I would count on much equity value in the property.

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    1. Thanks - appreciate you looking at closely, know you have more expertise than me.

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    2. That analysis all makes sense to me, but can the company's own fair market accounting as of Q3 really be that divorced from reality?

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    3. be happy with the land and building bones for $25M

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    4. 100% agree with RAV. $1,000/SF is off the charts for an unleased, specialty asset in this location. Now the question is did they guaranty the $650/SF mortgage.

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    5. It does seem rich, thanks, appreciate the pushback.

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    6. They fully guaranteed the mortage, so they can't walk away from the building if its underwater.

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  10. When they signed off on building the facility, they probably took into account how easily it would be to unload if there reason for needing it went south.

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    1. That was back when interest rates were near zero and selling properties was much easier, as were prices.

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  11. I can't find anything in the jan 16 release that documents how many employees were laid off or its cost, can someone point me to that? There is obvious value here. My big problem is management. They have a terrible record of capital allocation, wasting money building their own facilities, etc. They are still pursuing drug research, and doing reverse split to keep their listing. There are no and can be no activists or large shareholders who can convince them to sell or liquidate.

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    1. This is from the 1/16 8-K:

      On January 14, 2024, the Board of Directors of Instil Bio, Inc. (the “Company”) approved a restructuring plan (the “Plan”) to effect the closure of its Manchester, UK manufacturing and clinical trial operations, thereby reducing its UK workforce by approximately 61%. This workforce reduction is expected to be substantially completed by the first half of 2024. As a result of the foregoing, the Company no longer expects to report clinical data from the ITIL-306-202 clinical trial in 2024.

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    2. Thanks, for some reason I could only see the press release which didn't contain this detail. Something is messed up with Edgar today as it won't show me contents for any filings.

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  12. The loan is covered by minimum cash requirement. Would imagine they need to get out of the property before they can do anything? Look at the LA sales $ psf and rental rates. Talk about running before you learn to walk

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  13. so realistically what's the real estate worth?

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  14. Enjoyed this write-up, I've been following this name pretty closely for a while now, and thought I'd follow up after they filed their recent 10K this past Friday.

    From the 10K:
    "Our Strategy
    Our goal is to leverage our business development capabilities to in-license/acquire and develop a pipeline of novel therapies. In order to achieve this goal, our strategy involves the following elements:
    •In-license/acquire therapeutic assets. We intend to leverage our network of deep industry relationships and competitive intelligence to identify novel therapeutics that may be available for us to license or acquire on commercially attractive terms for development globally.
    •Advance development of FRα CoStAR-TIL with our Collaborator. We intend, if our early-stage collaboration activities are successful, to consider developing FRα CoStAR-TIL in the United States."

    Wondering if you have any thoughts on the language, specifically in their newly stated intent to in-license/acquire therapeutic assets? Seems to me to be a bit concerning, but I also would expect the stock to be down more if shareholders considered this a genuine possibility. Curious if you have any thoughts.

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    1. Yes, that language is a little concerning, reminds me of what happened at QNCE where the in place team made an acquisition and continued in charge of the company. At least in a reverse merger deal, new management comes in.

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    2. Their verbiage also looks like maybe they prefer to lease out the Tarzana facility instead of selling it, probably not how someone who sees liquidating as a likely path would go about it.

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  15. If it's leased it might be easier to sell? They did treat one person with previous Co-Star. Wonder how that patient is doing. They could offload the cancer for a future payment and then find something closer to the finish line which just needs a bit of cash. As someone mentioned they probably thought they could offload the real estate when they began development. Market has changed since 2021/22 but things have a way of swinging back eventually.

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  16. BML 13f out. Good news

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